TABLE OF CONTENTS    ARTICLE ONE — OFFICES PAGE      Section 1.1 Registered Office and Agent  1 Section 1.2 Principal Office  1 Section 1.3 Other Offices  1      ARTICLE TWO — SHAREHOLDERS’ MEETINGS  1      Section 2.1 Place of Meetings  1 Section 2.2 Annual Meetings  1 Section 2.3 Special Meetings  2 Section 2.4 Notice of Meetings  2 Section 2.5 Waiver of Notice  2 Section 2.6 Quorum; Manager of Acting  2 Section 2.7 Voting of Shares  3 Section 2.8 Proxies  3 Section 2.9 Presiding Officer  3 Section 2.10 Adjournments  3 Section 2.11 Conduct of the Meeting  3 Section 2.12 Matters Considered at Annual Meetings  4      ARTICLE THREE — THE BOARD OF DIRECTORS  4      Section 3.1 General Powers  4 Section 3.2 Number, Election and Terms of Office  4 Section 3.3 Removal  4 Section 3.4 Vacancies  5 Section 3.5 Compensation  5 Section 3.6 Committees of the Board of Directors  5 Section 3.7 Certain Nomination Requirements  5 Section 3.8 Qualification of Directors  6 Section 3.9 Related-Party Transactions  6 
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       PAGE ARTICLE FOUR — MEETINGS OF THE BOARD OF DIRECTORS  6      Section 4.1 Regular Meetings  6 Section 4.2 Special Meetings  6 Section 4.3 Place of Meetings  6 Section 4.4 Notice of Meetings  6 Section 4.5 Quorum  6 Section 4.6 Vote Required for Action  7 Section 4.7 Participation by Conference Telephone  7 Section 4.8 Action by Directors Without a Meeting  7 Section 4.9 Adjournments  7 Section 4.10 Waiver of Notice  7      ARTICLE FIVE — OFFICERS  7      Section 5.1 Offices  7 Section 5.2 Term  7 Section 5.3 Compensation  8 Section 5.4 Removal  8 Section 5.5 Chairman of the Board  8 Section 5.6 Chief Executive Officer  8 Section 5.7 President  8 Section 5.8 Vice Presidents  8 Section 5.9 Secretary  8 Section 5.10 Treasurer  8 Section 5.11 Assistant Secretaries and Assistant Treasurers  9 Section 5.12 Bonds  9      ARTICLE SIX — DIVIDENDS  9      ARTICLE SEVEN — SHARES  9      Section 7.1 Authorization and Issuance of Shares  9 Section 7.2 Share Certificates  9 Section 7.3 Rights of Corporation with Respect to Registered Owner  10 Section 7.4 Transfers of Shares  10 Section 7.5 Duty of Corporation to Register Transfer  10 Section 7.6 Lost, Stolen or Destroyed Certificates  10 Section 7.7 Fixing of Record Date  10 Section 7.8 Record Date if None Fixed  11      ARTICLE EIGHT —  INDEMNIFICATION  11 
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       PAGE Section 8.1 Indemnification of Directors and Officers  11 Section 8.2 Indemnification of Directors and Officers for Derivative Actions  11 Section 8.3 Indemnification of Employees and Agents  11 Section 8.4 Subsidiaries and Other Organizations  12 Section 8.5 Determination  12 Section 8.6 Advances  12 Section 8.7 Non-Exclusivity  13 Section 8.8 Insurance  13 Section 8.9 Notice  13 Section 8.10 Security  13 Section 8.11 Amendment  13 Section 8.12 Agreements  14 Section 8.13 Continuing Benefits  14 Section 8.14 Sucessors  14 Section 8.15 Severability     Section 8.16 Additional Indemnification  14      ARTICLE NINE — MISCELLANEOUS  14      Section 9.1 Inspection of Books and Records  14 Section 9.2 Fiscal Year  14 Section 9.3 Seal  15 Section 9.4 Election of “Fair Price” Statute  15 Section 9.5 Election of “Business Combination” Statute  15 Section 9.6 Notice  15      ARTICLE TEN — AMENDMENTS  15 
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BYLAWSOFEMS TECHNOLOGIES, INC.     All of these Bylaws are subject to contrary provisions, if any, of the Corporation’s Articlesof Incorporation, of the Georgia Business Corporation Code (the “Code”) and of other applicablelaw.     References herein to “Articles of Incorporation” are to the articles of incorporation of EMSTechnologies, Inc., a Georgia corporation (the “Corporation”), as the same may be amended andrestated from time to time.ARTICLE ONEOffices1.1 Registered Office and Agent. The Corporation shall maintain a registered office and shallhave a registered agent whose business office is identical with such registered office.1.2 Principal Office. The principal office of the Corporation shall be at 660 Engineering Drive,Norcross, Georgia, or at such other place, within or without the State of Georgia, as the Board ofDirectors may from time to time determine or as the business of the Corporation may require or makedesirable.1.3 Other Offices. In addition to its registered office and principal office, the Corporation mayhave offices at such other place or places, within or without the State of Georgia, as the Board ofDirectors may from time to time appoint or as the business of the Corporation may require or makedesirable.ARTICLE TWOShareholders’ Meetings2.1 Place of Meetings. Meetings of the shareholders may be held at any place within or without theState of Georgia designated by the Board of Directors and, if required, as set forth in the noticethereof, or if no place is so specified, at the principal office of the Corporation.
 

 
2.2 Annual Meetings. Annual meetings of shareholders of such classes or series of shares as areentitled to notice thereof and to vote thereat shall be held on such dates as may be determined bythe Board of Directors, for the purpose of electing directors and transacting any and all otherbusiness that may properly come before the meeting. The annual meeting may be combined with anyother meeting of shareholders, whether annual or special.2.3 Special Meetings. Special meetings of the shareholders of any class or series or of allclasses or series of the Corporation’s shares may be called at any time by the Chairman of theBoard or the Board of Directors; and shall be called by the Corporation upon the written request asrequired by law (stating the purpose or purposes of such meeting) of the holders of two-thirds ormore of all the shares of capital stock of the Corporation entitled to vote on any issue or issuesproposed to be considered at such special meeting. The date, time and place for the holding of anyspecial meeting of shareholders shall be determined by the Board of Directors. The business thatmay be transacted at any special meeting of shareholders shall consist only of and be limited tothe purpose or purposes stated in the notice of such special meeting delivered to shareholders inaccordance with Section 2.4 of these Bylaws.2.4 Notice of Meetings. The Corporation shall give written notice, delivered in person or bymail, of the date, time and place of each annual and special shareholders’ meeting, no fewer thanten days nor more than 60 days before the meeting date, to each shareholder of record entitled tovote at such meeting. In the case of an annual meeting, the notice of the meeting need not statethe purpose or purposes of the meeting unless the purpose or purposes constitute a matter whichthese Bylaws or the Code require to be so stated. In the case of a special meeting, the notice ofmeeting shall state the purpose or purposes for which the meeting is called. If an annual orspecial shareholders’ meeting is adjourned to a different date, time or place, the Corporation maybut shall not be required to give notice of the new date, time or place of such meeting if the newdate, time and place is announced at the meeting before adjournment thereof; provided, however,that if a new record date is or must be fixed in accordance with Section 7.7 of these Bylaws,notice of the adjourned meeting shall be given by the Corporation to shareholders as of the newrecord date.2.5 Waiver of Notice. A shareholder may waive any notice required by the Code, the Corporation’sArticles of Incorporation or these Bylaws, before or after the date and time of the matter to whichthe notice relates, by delivery to the Corporation of a waiver of such notice signed by theshareholder entitled to such
 

 
notice. In addition, a shareholder’s attendance at a meeting shall be (i) a waiver of objection tolack of notice or defective notice of such meeting unless such shareholder at the beginning of themeeting objects to holding the meeting or transacting business at the meeting, and (ii) a waiver ofobjection to consideration of a particular matter at such meeting that is not within the purpose orpurposes stated in the meeting notice, unless the shareholder objects to considering the matterwhen it is presented. Except as otherwise required by the Code, none of the business transacted,the purpose of the meeting or any other matter need be specified in any waiver.2.6 Quorum; Manner of Acting. (a) All classes or series of the Corporation’s shares entitled tovote generally on a matter, shall for that purpose be considered a single voting group (a “VotingGroup”). At any meeting of shareholders, action on a matter by a Voting Group may be taken only ifa quorum of such Voting Group exists at such meeting. Unless the Articles of Incorporation, theseBylaws, or the Code otherwise provide, a majority of the votes entitled to be cast on a matter by aVoting Group constitutes a quorum of that Voting Group with regard to that matter once a share isrepresented at any meeting other than solely to object to holding the meeting or transactingbusiness at the meeting, such share shall be deemed present for quorum purposes for the remainderof the meeting and for any adjournments of that meeting, unless a new record date is or must be setpursuant to Section 7.7 of these Bylaws for such adjourned meeting. (b) If a quorum exists, actionon a matter (other than the election of directors) by a Voting Group is approved if the votes castwithin the Voting Group favoring the action exceed the votes cast opposing the action, unless theArticles of Incorporation, a Bylaw adopted by the shareholders under the Code, or the Code requiresa greater number of affirmative votes. If voting by two or more Voting Groups is required on amatter, action on that matter is approved only when approved by each of such Voting Groups, votingseparately, as provided in the preceding sentence.2.7 Voting of Shares. Subject to the provisions of any Preferred Stock at the time outstanding,each outstanding share of any class or series having voting rights shall be entitled to one vote oneach matter that such class or series is entitled to vote on and that is submitted to a vote at ameeting of shareholders.2.8 Proxies. A shareholder entitled to vote pursuant on a matter may vote in person or by aproxy appointed in writing by the shareholder or by his attorney-in-fact. An appointment of a
 

 
proxy shall be valid for eleven months from the date of its receipt by the Secretary or otherofficer or agent of the Corporation authorized to tabulate votes, unless a longer period isexpressly stated therein. If the validity of any appointment of a proxy is questioned, it must besubmitted to the secretary of the shareholders’ meeting for examination or to a proxy officer orcommittee appointed by the person presiding at the meeting. The secretary of the meeting or, ifappointed, the proxy officer or committee shall determine, consistent with requirements of theCode, the validity or invalidity of any appointment of a proxy submitted. Reference by thesecretary in the minutes of the meeting to the regularity of a proxy, or to the presence ofshareholders or representation of shares by proxy, shall be received as prima facie evidence of thefacts stated for the purpose of establishing the presence of a quorum at such meeting and for allother purposes.2.9 Presiding Officer. Except as otherwise provided in this Section 2.9, the Chairman of theBoard, and in his absence or disability the Chief Executive Officer (if a different person, and ifnot, the President), shall serve as the chairman of every shareholders’ meeting, if either of themis present and willing to so serve. If neither the Chairman of the Board nor the Chief ExecutiveOfficer is present at and willing to serve as chairman of the meeting, and if the Chairman of theBoard has not designated another person who is present and willing to so serve, then a majority ofthe Corporation’s directors present at the meeting shall be entitled to designate a person to serveas chairman. If no directors of the Corporation are present at such meeting or no majority of thedirectors can be established, a chairman of the meeting shall be selected by a majority vote of theshares present at the meeting and entitled to vote in an election of directors. The chairman ofthe meeting shall appoint such persons as he deems appropriate to assist with the meeting.2.10 Adjournments. Any meeting of the shareholders may be adjourned by an affirmative vote of theholders of a majority of the shares represented, entitled to vote and voting on the matter toreconvene at a specific time and place, regardless of whether a quorum is then present. It shallnot be necessary to give any notice of the reconvened meeting if the date, time and place of thereconvened meeting are announced at the meeting that was adjourned, unless required by the Code orSection 7.7 of these Bylaws. At any such reconvened meeting, only such business may be transactedthat could have been transacted at the meeting that was adjourned.2.11 Conduct of the Meeting. At any meeting of the shareholders of the Corporation, the chairmanof such meeting, as determined in accordance with Section 2.9, shall be entitled to establish
 

 
conclusively the rules of order that shall govern the conduct of business at the meeting, whichrules may include, without limitation, in the discretion of such presiding officer a requirementthat nominations of persons for election as directors of the Corporation be made, seconded andvoted upon one nominee at a time.2.12 Matters Considered at Annual Meetings. At any annual meeting of shareholders, only mattersshall be considered as shall have been (a) brought before such meeting (i) by or at the directionof the Board of Directors or (ii) by any shareholder of the Corporation who is entitled to votewith respect thereto and who complies with the notice procedures set forth in this Section 2.12,and (b) seconded by any other shareholder of the Corporation who is entitled to vote with respectthereto. For business to be properly brought before an annual meeting by a shareholder, theshareholder must have given timely notice thereof in writing to the Secretary of the Corporation.To be timely, a shareholder’s notice must be delivered or mailed to and received at the principalexecutive offices of the Corporation not less than 60 days prior to the anniversary of the date onwhich the annual meeting of shareholders was held in the prior year, except that if the actual dateof the annual meeting at issue is more than 30 days earlier or later than such anniversary, suchshareholder’s notice must be so delivered or received not less than 60 days before such actualdate. A shareholder’s notice to the Secretary shall set forth as to each matter such shareholderproposes to bring before the meeting (i) a brief description of the business desired to be broughtbefore the meeting and the reasons for conducting such business at the meeting, (ii) the name andaddress, as they appear on the Corporation’s books, of the shareholder proposing such business,(iii) the series or class and number of shares of the Corporation’s capital stock that arebeneficially owned by such shareholder, and (iv) any material interest of such shareholder in suchbusiness. Notwithstanding anything in the Bylaws to the contrary, no business shall be broughtbefore or conducted at an annual meeting except in accordance with the provisions of this Section2.12. The person presiding over an annual meeting shall, if the facts so warrant, determine anddeclare to such meeting that business proposed to be considered at an annual meeting in a mannerinconsistent with this Section 2.12 is out of order and that such business shall not be transactedat such meeting.
 

 
ARTICLE THREEThe Board of Directors3.1 General Powers. The business and affairs of the Corporation shall be managed under thedirection of the Board of Directors. In addition to the power and authority expressly conferredupon it by these Bylaws, the Board of Directors may exercise all such powers of the Corporation anddo all such lawful acts and things as are not by law, by any legal agreement among shareholders, bythe Articles of Incorporation or by these Bylaws directed or required to be exercised or done bythe shareholders.3.2 Number, Election and Terms of Office. Subject to the provisions of any Preferred Stock at thetime outstanding, the number of directors of the Corporation shall be fixed by resolution adoptedfrom time to time by the Board of Directors or the shareholders, but no decrease in the number ofdirectors shall have the effect of shortening the term of an incumbent director. Except asprovided in Section 3.4, and subject to the provisions of any Preferred Stock at the timeoutstanding, election of directors at any annual or special meeting shall be by a plurality ofvotes cast by the shares of common stock entitled to vote and represented in person or by proxy atsuch meeting, if a quorum exists therefor. Each director, except in case of death, resignation,retirement, disqualification, or removal, shall serve until the next succeeding annual meeting andthereafter until his successor, if there is to be any, shall have been elected and qualified.3.3 Removal. The entire Board of Directors or any individual director may be removed from officefor cause, but only by the affirmative vote of the holders of a majority of all of the sharesentitled to be cast by the Voting Group entitled to elect any such director. Removal action may betaken only at a shareholders’ meeting called expressly for that purpose and with respect to whichnotice of such purpose has been given, and a removed director’s successor may be elected at thesame meeting to serve the unexpired term.3.4 Vacancies. Subject to the terms of any Preferred Stock at the time outstanding, a vacancyoccurring in the Board of Directors may be filled for the unexpired term, unless and until theshareholders shall have elected a successor, by the affirmative vote of a majority of the directorsremaining in office, though less than a quorum of the Board of Directors; provided, however, thatif the vacant office was held by a director elected by a Voting Group of shareholders, only theholders of shares of that Voting Group shall be entitled to vote to fill the vacancy, unless theArticles of Incorporation
 

 
otherwise provide. A vacancy or vacancies in the Board of Directors shall be deemed to exist incase of the death, resignation, retirement or removal of any director, or if the shareholders failto elect the fully authorized number of directors to be voted for at an annual or special meetingof shareholders at which any director or directors are elected, or if there are newly createddirectorships resulting from any increase in the authorized number of directors.3.5 Compensation. Directors may receive such compensation for their services as directors as mayfrom time to time be fixed by vote of the Board of Directors. A director may also serve theCorporation in a capacity other than that of director and receive compensation for servicesrendered in such other capacity.3.6 Committees of the Board of Directors. The Board of Directors by resolution adopted by amajority of the full Board of Directors may designate from among its members an executive committeeand one or more other standing or ad hoc committees, each consisting of one or more directors whoserve at the pleasure of the Board of Directors. Except as prohibited by law, each committee shallhave the authority set forth in the resolution establishing such committee or in any otherresolution adopted by a majority of the full Board of Directors specifying, enlarging or limitingthe authority of the committee.3.7 Certain Nomination Requirements. No person may be nominated for election as a director at anyannual or special meeting of the shareholders of the Corporation unless (a) the nomination has beenor is being made pursuant to a recommendation or approval of the Board of Directors of theCorporation or a properly constituted committee of the Board of Directors previously delegatedauthority to recommend or approve nominees for director; (b) the person is nominated by ashareholder of the Corporation who is entitled to vote for the election of such nominee at thesubject meeting, and such nominating shareholder has furnished written notice to the Secretary ofthe Corporation, at the Corporation’s principal business address, not less than 60 days prior tothe anniversary of the date on which the annual meeting of shareholders was held in the prior year,except that if the actual date of the annual meeting at issue is more than 30 days earlier or laterthan such anniversary, such shareholder’s notice must be so furnished not less than 60 days beforesuch actual date, which notice must (i) set forth with respect to the person to be nominated hisor her name, age, business and residence addresses, principal business or occupation during thepast five years, any affiliation with or material interest in the Corporation or any transactioninvolving the Corporation, and any affiliation with or material interest in any person or entityhaving an interest materially adverse to the Corporation, and
 

 
(ii) be accompanied by the sworn or certified statement of the shareholder that the nominee hasconsented to being nominated and that the shareholder believes the nominee will stand for electionand will serve if elected; or (c) (i) the person is nominated to replace a person previouslyidentified as a proposed nominee (in accordance with the provisions of subpart (b) of this Section3.7) who has since become unable or unwilling to be nominated or to serve if elected, (ii) theshareholder who furnished such previous identification makes the replacement nomination anddelivers to the Secretary of the Corporation (at the time of or prior to making the replacementnomination) an affidavit or other sworn statement affirming that the shareholder had no reason tobelieve the original nominee would be so unable or unwilling, and (iii) such shareholder alsofurnishes in writing to the Secretary of the Corporation (at the time of or prior to making thereplacement nomination) the same type of information about the replacement nominee as required bysubpart (b) of this Section 3.7 to have been furnished about the original nominee. The presidingofficer of any meeting of shareholders of the Corporation at which one or more directors are to beelected, for good cause shown and with proper regard for the orderly conduct of business at themeeting, may waive in whole or in part the operation of this Section 3.7.3.8 Qualification of Directors. No person elected to serve as a director of the Corporation shallassume such office and commence such service unless and until such persons shall be duly qualifiedtherefor. Such a director-elect shall not be deemed to be duly qualified to assume the office ofand serve as a director if such assumption or service by the person would violate, or would causethe Corporation to be in violation of, any applicable federal or state law or regulation.3.9 Related-Party Transactions. All contracts or transactions between the Corporation and one ormore of its directors or officers, or between the Corporation and any other corporation, firm orassociation in which one or more of its directors or officers are directors or officers, or have amaterial financial interest, shall be reviewed by a committee of the Board of Directors designatedby the whole board as having such responsibility.ARTICLE FOURMeetings of the Board of Directors4.1 Regular Meetings. Unless the Chairman of the Board shall cause notice to be given of adifferent date and time, a regular meeting of the Board of Directors shall be held at 10:00 a.m. on
 

 
the date of each annual meeting of shareholders or any meeting held in lieu or substitute thereof.In addition, the Board of Directors may schedule other meetings to occur at regular intervalsthroughout the year.4.2 Special Meetings. Special meetings of the Board of Directors may be called by or at therequest of the Chairman of the Board or any two directors in office at that time.4.3 Place of Meetings. Directors may hold their meetings at any place within or without the Stateof Georgia as the Chairman of the Board may from time to time establish. Unless the Chairman ofthe Board shall cause notice to be given of a different place, each regular meeting held on thedate of an annual meeting of shareholders (or of a meeting in lieu or substitute thereof) shall beheld at the location of such annual meeting.4.4 Notice of Meetings. No notice shall be required for any regular scheduled meetings of theBoard of Directors. Unless waived as contemplated in Section 4.10, the Corporation shall give notless than two days’ notice to each director of the date, time and place of each special meeting.Notice of a subsequent meeting shall be deemed to have been given to any director in attendance atany duly convened meeting at which the date, time and place of each subsequent meeting isannounced.4.5 Quorum. At meetings of the Board of Directors, a majority of the directors then in officeshall be necessary to constitute a quorum for the transaction of business. In no case shall lessthan one-third of the minimum number of directors authorized at that time, nor less than twodirectors, constitute a quorum.4.6 Vote Required for Action. The act of a majority of the directors present at a meeting atwhich a quorum is present shall be the act of the Board of Directors.4.7 Participation by Conference Telephone. Members of the Board of Directors, or members of anycommittee designated by the Board of Directors, may participate in a meeting of the Board or suchcommittee by means of conference telephone or similar communications equipment through which allpersons participating in the meeting can simultaneously hear each other. Participation in a meetingpursuant to this Section 4.7 shall constitute presence in person at such meeting.4.8 Action by Directors Without a Meeting. Any action required or permitted to be taken at anymeeting of the Board of Directors or any action that may be taken at a meeting of a committee ofdirectors may be taken without a meeting if one or more written consents describing the actiontaken shall be signed by all the
 

 
directors, or all the members of the committee, as the case may be, and delivered to theCorporation for inclusion in the minutes or filing with the corporate records. Such consent shallhave the same force and effect as a unanimous vote of the Board of Directors or the committee.4.9 Adjournments. A meeting of the Board of Directors, whether or not a quorum is present, may beadjourned by a majority of the directors present. It shall not be necessary to give notice of thereconvened meeting or of the business to be transacted, other than by announcement at the meetingthat was adjourned. At any such reconvened meeting at which a quorum is present, any business maybe transacted that could have been transacted at the meeting that was adjourned.4.10 Waiver of Notice. A director may waive any notice required by the Code, the Corporation’sArticles of Incorporation or these Bylaws before or after the date and time of the matter to whichthe notice relates, by a written waiver signed by such director and delivered to the Corporationfor inclusion in the minutes or filing with the corporate records. Attendance by a director at ameeting shall constitute waiver of notice of such meeting, except where a director at the beginningof the meeting (or promptly upon his or her arrival ) objects to holding the meeting or to thetransacting of business at the meeting and does not thereafter vote for or assent to action takenat the meeting.ARTICLE FIVEOfficers5.1 Offices. The officers of the Corporation shall be as determined by the Board of Directors,and may include an Executive Director, a Chief Executive Officer, a President, a Secretary and aTreasurer, each of whom shall be elected or appointed by the Board of Directors. The Board ofDirectors may also elect or appoint a Chairman of the Board from among its members. The Board ofDirectors from time to time may, or may authorize the Executive Director or Chief Executive Officerto, create and establish the duties of other officers and elect or appoint other officers as it orhe deems necessary for the efficient management of the Corporation, including one or more VicePresidents, one or more Assistant Secretaries and one or more Assistant Treasurers.5.2 Term. Each officer shall serve at the will of the Board of Directors (or, if the ExecutiveDirector or Chief Executive Officer appointed such officer, at the will of the Board of
 

 
Directors and the Executive Director or Chief Executive Officer, as the case may be) or until hisor her death, resignation, retirement or disqualification.5.3 Compensation. The compensation of all officers of the Corporation shall be fixed by the Boardof Directors or by a committee or officer appointed by the Board of Directors.5.4 Removal. Any officer (regardless of how elected or appointed) may be removed by the Board ofDirectors whenever in its judgment the best interests of the Corporation will be served thereby,and any officer appointed by the Executive Director or Chief Executive Officer may be removed bythe appointing officer whenever in the judgment the appointing officer the best interests of theCorporation will be served thereby.5.5 Chairman of the Board. The Chairman of the Board (if there be one) shall call to ordermeetings of the shareholders and of the Board of Directors, and shall act as chairman of suchmeetings (unless another person is selected under Section 2.9 to act as chairman). The Chairman ofthe Board shall perform such other duties and have such other authority as may from time to time bedelegated by the Board of Directors, but in the absence of specific authorization to the contraryshall not be responsible for the management of the Company or its business operations.5.6 Executive Director and Chief Executive Officer. If there be an Executive Director, he or sheshall be the most senior management official in the Corporation, shall be charged with the generaland active management of the business of the Corporation, shall see that all orders and resolutionsof the Board of Directors are carried into effect, shall have the authority to select and appointemployees and agents of the Corporation, shall, in the absence or disability of the Chairman of theBoard, perform the duties and exercise the powers of the Chairman of the Board, and shall have theauthority of the Senior Management Official as specified in these Bylaws. If there be no ExecutiveDirector, the preceding duties, powers and authority shall be held by the Chief Executive Officer,but if there be an Executive Director the duties, powers and authority of the Chief ExecutiveOfficer shall be as specified by the Board of Directors. The Executive Director and the ChiefExecutive Officer shall perform such other duties and have such other authority as shall bedelegated from time to time by the Board of Directors.5.7 President. The President shall have responsibility for the general supervision of thebusiness operations of the Corporation, subject to the supervision of the Senior ManagementOfficial. The President shall perform such other duties and have
 

 
such other authority as may from time to time be delegated by the Board of Directors or the SeniorManagement Official.5.8 Vice Presidents. The Vice President (if there be one) shall, in the absence or disability ofthe President, or at the direction of the President, perform the duties and exercise the powers,whether such duties and powers are specified in these Bylaws or otherwise, of the President. Ifthe Corporation has more than one Vice President, the one designated by the Board of Directors orthe Senior Management Official shall act in lieu of the President. Vice Presidents shall performsuch other duties and have such other authority as may from time to time be delegated by the Boardof Directors, the Senior Management Official or the President.5.9 Secretary. The Secretary shall be responsible for preparing minutes of the directors’ andshareholders’ meetings and for authenticating records of the Corporation. The Secretary shall haveauthority to give all notices required by law or these Bylaws. The Secretary shall be responsiblefor the custody of the corporate books, records, contracts and other documents. The Secretary mayaffix the corporate seal to any lawfully executed documents requiring it and shall sign suchinstruments as may require the Secretary’s signature. The Secretary shall perform such otherduties and have such other authority as may from time to time be delegated by the Board ofDirectors or the Senior Management Official.5.10 Treasurer. The Treasurer shall be responsible for the custody of all funds and securitiesbelonging to the Corporation and for the receipt, deposit or disbursement of such funds andsecurities in a manner consistent with policies established by the Board of Directors or SeniorManagement Official. The Treasurer shall cause full and true accounts of all receipts anddisbursements to be maintained and shall make such reports of the same to the Board of Directors,Senior Management Official and President upon request. The Treasurer shall perform such otherduties and have such other authority as may from time to time be delegated by the Board ofDirectors or the Senior Management Official.5.11 Assistant Secretaries and Assistant Treasurers. The Board of Directors and Senior ManagementOfficial each may appoint one or more persons to serve as Assistant Secretary or AssistantTreasurer, or both. The Assistant Secretary and Assistant Treasurer (or if there be more than oneof either such officer, the one so designated by the Board of Directors or Senior ManagementOfficial) shall, in the absence or disability, or at the direction, of the Secretary or theTreasurer, respectively, perform the duties and exercise the authority of those offices.
 

 
Each Assistant Secretary may affix the corporate seal to any corporate document and attest thesignature of any officer of the Corporation. Each Assistant Secretary and Assistant Treasurershall perform such other duties and have such other authority as may from time to time be delegatedby the Board of Directors or the Senior Management Official.5.12 Bonds. The Board of Directors may by resolution require any or all of the officers, agentsor employees of the Corporation to give bonds to the Corporation, with sufficient surety orsureties, conditioned on the faithful performance of the duties of their respective offices orpositions, and to comply with such other conditions as may from time to time be required by theBoard of Directors.ARTICLE SIXDividends     Dividends upon the capital stock of the Corporation may be declared by the Board of Directors,payable in cash, in property or in shares of the Corporation.ARTICLE SEVENShares7.1 Authorization and Issuance of Shares. The maximum number of shares of any class of stock ofthe Corporation which may be issued and outstanding shall be set forth from time to time in theArticles of Incorporation. The Board of Directors may increase or decrease the number of issued andoutstanding shares of any class of stock of the Corporation within the maximum authorized by theArticles of Incorporation and the minimum requirements of the Articles of Incorporation or theCode.7.2 Share Certificates.     (a) Except as otherwise provided by the Board of Directors pursuant to paragraph (b) of thisSection 7.2, the interest of each shareholder in the Corporation shall be evidenced by acertificate or certificates representing shares of the
 

 
Corporation which shall be in such form as the Board of Directors may from time to time adopt inaccordance with the Code. Share certificates shall be consecutively numbered, in registered form,and indicate the date of issue and state such other information as may be required by the Code.Each certificate shall be signed by the Chief Executive Officer, the President or a Vice Presidentand the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation ora facsimile thereof; provided, however, that where such certificate is signed by a transfer agent,or registered by a registrar, the signatures of such officers may be facsimiles. In case anyofficer or officers who shall have signed (or whose facsimile signature has been placed upon) ashare certificate has ceased for any reason to be such officer or officers before such certificateis issued, such certificate may be issued by the Corporation with the same effect as if the personor persons who signed such certificate or whose facsimile signatures has been used thereon had notceased to be such officer or officers.     (b) If authorized by resolution of the Board of Directors, the Corporation may issue some orall of the shares of any or all of its classes or series without certificates. Such authorization,and the issuance of such shares, shall not affect shares already represented by certificates untilthey are surrendered to the Corporation. Within a reasonable time after the issuance or transferof any shares not represented by certificates, the Corporation shall send to the holder of suchshares a written statement setting forth, with respect to such shares, (i) the name of theCorporation as issuer and that the Corporation is incorporated under the laws of the State ofGeorgia, (ii) the name of the person to whom such shares are issued, (iii) the number of shares andclass of shares and series, if any, (iv) the terms of any restrictions on the transfer orregistration of transfer which, were such shares represented by a stock certificate, would berequired to be noted on such certificate by the Code, and (v) any statements required by the termsof the Corporation’s Stockholder Rights Plan, as in effect from time to time, to be included on anycertificates evidencing the shares of the Corporation.7.3 Rights of Corporation with Respect to Registered Owner: Until transferred on the books of theCorporation in accordance with the requirements of these Bylaws, the Corporation may treat theregistered owner of the shares as the person exclusively entitled to vote such shares, to receiveany dividend or other distribution with respect to such shares, and for all other purposes, and theCorporation shall not be bound to recognize any equitable or other claim to or interest in suchshares on the part of any other person, whether or not it has express or other notice thereof,except as otherwise provided by law.
 

 
7.4 Transfers of Shares. Transfers of shares shall be made upon the books of the Corporation keptat the office of the transfer agent designated to transfer the shares, only upon direction of theregistered owner of such shares or by an attorney lawfully constituted in writing. In the case ofshares represented by a certificate, such shares shall not be transferred until such certificateshall be surrendered for cancellation or, in the case of a certificate alleged to have been lost,stolen or destroyed, the provisions of Section 7.6 of these Bylaws shall have been complied with.7.5 Duty of Corporation to Register Transfer. Notwithstanding any of the provisions of Section7.4 of these Bylaws, the Corporation is under a duty to register the transfer of its shares onlyif:          (a) the transfer is authorized by the appropriate person or persons;          (b) reasonable assurance is given that all authorizing signatures are genuine and effective;          (c) the Corporation has no duty to inquire into adverse claims or has discharged any suchduty;          (d) any applicable law relating to the collection of taxes has been complied with; and          (e) the transfer is in compliance with applicable provisions of any transfer restrictions ofwhich the Corporation shall have notice.7.6 Lost, Stolen or Destroyed Certificates. Any person claiming a share certificate to be lost,stolen or destroyed shall make an affidavit or affirmation of the fact in such manner as the Boardof Directors may require and shall, if the Board of Directors so requires, give the Corporation abond of indemnity in form and amount, and with one or more sureties satisfactory to the Board ofDirectors, as the Board of Directors may require, whereupon an appropriate new certificate may beissued in lieu of the one alleged to have been lost, stolen or destroyed, or such shares shall beregistered in uncertificated form.7.7 Fixing of Record Date. For the purpose of determining shareholders (i) entitled to notice ofor to vote at any meeting of shareholders or, if necessary, any adjournment thereof, or (ii)entitled to receive payment of any dividend, and in order to make a determination of shareholdersfor any other proper purpose, the Board of Directors may fix in advance a date as the
 

 
record date, such date to be not more than 70 days prior to the date on which the particularaction, requiring such determination of shareholders, is to be taken. A determination ofshareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply toany adjournment of such meeting, unless the Board of Directors shall fix a new record date for thereconvened meeting; provided, however, the Board of Directors shall set a new record date if suchmeeting is adjourned to a date more than 120 days after the date fixed for the original meeting.7.8 Record Date if None Fixed. If no record date is fixed as provided in Section 7.7, then therecord date for any determination of shareholders that may be proper or required by law shall be:the close of business on the last business day before notice is first delivered to shareholders, inthe case of a shareholders’ meeting; the date on which the Board of Directors adopts a resolutiondeclaring a dividend, in the case of a payment of a dividend; and the date on which any otheraction is taken by the Corporation, in the case of such other action requiring a determination ofshareholders.ARTICLE EIGHTIndemnification8.1 Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmlessany person (an “Indemnified Person”) who is or was a party, or is threatened to be made a party, toany threatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (other than an action or suit by or in the right of theCorporation) by reason of the fact that he is or was a director or officer of the Corporation,against expenses (including, but not limited to, attorneys’ fees and disbursements, court costs andexpert witness fees), and against any judgments, fines, and amounts paid in settlement actually andreasonably incurred by him in connection with such action, suit or proceeding, if he acted in goodfaith and in a manner he reasonably believed to be in or not opposed to the best interests of theCorporation, and with respect to any criminal action or proceeding, had no reasonable cause tobelieve his conduct was unlawful; provided, in any case, that no indemnification shall be made inrespect of expenses, judgments, fines and amounts paid in settlement attributable to circumstancesas to which, under applicable provisions of the Code as in effect from time to time, suchindemnification may not be authorized by action of the Board of Directors, the shareholders orotherwise.
 

 
8.2 Indemnification of Directors and Officers for Derivative Actions. The Corporation shallindemnify and hold harmless any Indemnified Person who is or was a party, or is threatened to bemade a party, to any threatened, pending or completed action, suit or proceeding, whether civil,criminal, administrative or investigative, by or in the right of the Corporation, by reason of thefact that he is or was a director or officer of the Corporation, against expenses (including, butnot limited to, attorneys’ fees and disbursements, court costs and expert witness fees) actuallyand reasonably incurred by him in connection with such action, suit or proceeding, if he acted ingood faith and in a manner he reasonably believed to be in or not opposed to the best interests ofthe Corporation. No indemnification shall be made pursuant to this Section 8.2 for any claim,issue or matter as to which an Indemnified Person shall have been adjudged by a court of competentjurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation, or foramounts paid in settlement to the Corporation, unless and only to the extent that the court inwhich such action or suit was brought or other court of competent jurisdiction shall determine uponapplication that such person is fairly and reasonably entitled to indemnity for such expenses whichthe court shall deem proper.8.3 Indemnification of Employees and Agents. The Board of Directors shall have the power to causethe Corporation to provide to any person who is or was an employee or agent of the Corporation allor any part of the right to indemnification and other rights of the type provided under Sections8.1, 8.2, 8.6 and 8.12 of this Article Eight (subject to the conditions, limitations, obligationsand other provisions specified herein), upon a resolution to that effect identifying such employeeor agent (by position or name) and specifying the particular rights provided, which may bedifferent for each employee or agent identified. Each employee or agent of the Corporation soidentified shall be an “Indemnified Person” for purposes of the provisions of this Article Eight.8.4 Subsidiaries and Other Organizations. The Board of Directors shall have the power to cause theCorporation to provide to any person who is or was a director, officer, employee or agent of theCorporation who also is or was a director, officer, trustee, partner, employee or agent of aSubsidiary (as defined below), or is or was serving at the Corporation’s request in such a positionwith any other organization, all or any part of the right to indemnification and other rights ofthe type provided under Sections 8.1, 8.2, 8.6 and 8.12 of this Article Eight (subject to theconditions, limitations, obligations and other provisions specified herein), with respect toservice by such person in such position with a Subsidiary or other organization, upon a
 

 
resolution identifying such person, the Subsidiary or other organization involved (by name or otherclassification), and the particular rights provided, which may be different for each person soidentified. Each person so identified shall be an “Indemnified Person” for purposes of theprovisions of this Article Eight. As used in this Article Eight, “Subsidiary” shall mean (i)another corporation, joint venture, trust, partnership or unincorporated business association morethan 20% of the voting capital stock or other voting equity interest of which was, at or after thetime of the circumstances giving rise to such action, suit or proceeding, owned, directly orindirectly, by the Corporation, or (ii) a nonprofit corporation that receives its principalfinancial support from the Corporation or its Subsidiaries.8.5 Determination. Notwithstanding any judgment, order, settlement, conviction or plea in anyaction, suit or proceeding of the kind referred to in Sections 8.1 and 8.2 of this Article Eight,an Indemnified Person shall be entitled to indemnification as provided in such Sections 8.1 and 8.2if a determination that such Indemnified Person is entitled to such indemnification shall be made(i) by the Board of Directors by a majority vote of a quorum consisting of directors who are not atthe time parties to the proceeding; or (ii) if a quorum cannot be obtained under (i) above, bymajority vote of a committee duly designated by the Board of Directors (in which designationinterested directors may participate), consisting solely of two or more directors who are not atthe time parties to the proceeding; or (iii) in a written opinion by special legal counsel selectedas required by law. To the extent that an Indemnified Person has been successful on the merits orotherwise in defense of any action, suit or proceeding of the kind referred to in Sections 8. 1 and8. 2 of this Article Eight, or in defense of any claim, issue or matter therein, he shall beindemnified against expenses (including attorneys’ fees) actually and reasonably incurred by himin connection therewith.8.6 Advances. Expenses (including, but not limited to, attorneys’ fees and disbursements, courtcosts, and expert witness fees) incurred by the Indemnified Person in defending any action, suit orproceeding of the kind described in Sections 8.1 and 8.2 hereof (or in Section 8.4 hereof ifapplicable to such Indemnified Person) shall be paid by the Corporation in advance of the finaldisposition of such action, suit or proceeding as set forth herein. The Corporation shall promptlypay the amount of such expenses to the Indemnified Person, but in no event later than ten daysfollowing the Indemnified Person’s delivery to the Corporation of a written request for an advancepursuant to this Section 8. 6, together with a reasonable accounting of such expenses; provided,however, that the Indemnified Person shall
 

 
furnish the Corporation a written affirmation of his good faith belief that the Indemnified Personshall furnish the Corporation a written affirmation of his good faith belief that he has met thestandard of conduct set forth in the Code and a written undertaking and agreement to repay to theCorporation any advances made pursuant to this Section 8.6 if it shall be determined that theIndemnified Person is not entitled to be indemnified by the Corporation for such amounts. TheCorporation shall make the advances contemplated by this Section 8.6 regardless of the IndemnifiedPerson’s financial ability to make repayment. Any advances and undertakings to repay pursuant tothis Section 8.6 shall be unsecured and interest-free.8.7 Non-Exclusivity. Subject to any applicable limitation imposed by the Code or the Articles ofIncorporation, the indemnification and advancement of expenses provided by or granted pursuant tothis Article Eight shall not be exclusive of any other rights to which a person seekingindemnification or advancement of expenses may be entitled under any Bylaw, resolution or agreementspecifically or in general terms approved or ratified by the affirmative vote of holders of amajority of the shares entitled to be cast thereon.8.8 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalfof any person who is or was a director, officer, employee or agent of the Corporation, or is or wasserving as a director, officer, trustee, general partner, employee or agent of a Subsidiary or, atthe request of the Corporation, of any other organization, against any liability asserted againsthim and incurred by him in any such capacity, or arising out of his status as such, whether or notthe Corporation would have the power to indemnify him against such liability under the provisionsof this Article Eight.8.9 Notice. If any expenses or other amounts are paid by way of indemnification, otherwise thanby court order or action by the shareholders or by an insurance carrier pursuant to insurancemaintained by the Corporation, the Corporation shall, not later than the next annual meeting ofshareholders, unless such meeting is held within three months from the date of such payment, and inany event within 15 months from the date of such payment, send by first class mail to itsshareholders of record at the time entitled to vote for the election of directors a statementspecifying the persons paid, the amount paid and the nature and status at the time of such paymentof the litigation or threatened litigation.8.10 Security. The Corporation may designate certain of its assets as collateral, provideself-insurance or otherwise secure its obligations under this Article Eight, or under any
 

 
indemnification agreement or plan of indemnification adopted and entered into in accordance withthe provisions of this Article Eight, as the Board of Directors deems appropriate.8.11 Amendment. Any amendment to this Article Eight that limits or otherwise adversely affects theright of indemnification, advancement of expenses, or other rights of any Indemnified Personhereunder shall, as to such Indemnified Person, apply only to claims, actions, suits or proceedingsbased on actions, events or omissions (collectively, “Post Amendment Events”) occurring after suchamendment and after delivery of notice of such amendment to the Indemnified Person so affected.Any Indemnified Person shall, as to any claim, action, suit or proceeding based on actions, eventsor omissions occurring prior to the date of receipt of such notice, be entitled to the right ofindemnification, advancement of expenses and other rights under this Article Eight to the sameextent as if such provisions had continued as part of the Bylaws of the Corporation without suchamendment. This Section 8.11 cannot be altered, amended or repealed in a manner effective as toany Indemnified Person (except as to Post Amendment Events) without the prior written consent ofsuch Indemnified Person. The Board of Directors may not alter, amend or repeal any provision ofthis Article Eight in a manner that extends or enlarges the right of any person to indemnificationor advancement of expenses hereunder, except with the approval of the holders of a majority of allthe shares of capital stock of the Corporation entitled to vote thereon at a meeting called forsuch purpose.8.12 Agreements. The provisions of this Article Eight shall be deemed to constitute an agreementbetween the Corporation and each person entitled to indemnification hereunder. In addition to therights provided in this Article Eight, the Corporation shall have the power, upon authorization bythe Board of Directors, to enter into an agreement or agreements providing to any person who is orwas a director, officer, employee or agent of the Corporation indemnification rights substantiallysimilar to those provided in this Article Eight.8.13 Continuing Benefits. The indemnification and advancement of expenses provided by or grantedpursuant to this Article Eight shall, unless otherwise provided when authorized or ratified,continue as to a person who has ceased to be a director, officer, employee or agent and shall inureto the benefit of the heirs, executors and administrators of such a person.8.14 Successors. For purposes of this Article Eight, the terms “the Corporation” or “thisCorporation” shall include any corporation, joint venture, trust, partnership or unincorporated
 

 
business association that is the successor to all or substantially all of the business or assets ofthis Corporation, as a result of merger, consolidation, sale, liquidation or otherwise, and anysuch successor shall be liable to the persons indemnified under this Article Eight on the sameterms and conditions and to the same extent as this Corporation.8.15 Severability. Each of the sections of this Article Eight, and each of the clauses set forthherein, shall be deemed separate and independent, and should any part of any such section or clausebe declared invalid or unenforceable by any court of competent jurisdiction, such invalidity orunenforceability shall in no way render invalid or unenforceable any other part thereof or anyother separate section or clause of this Article Eight that is not declared invalid orunenforceable.8.1 Additional Indemnification. In addition to the specific indemnification rights set forthherein, the Corporation shall indemnify each of its directors and officers to the full extentpermitted by action of the Board of Directors without shareholder approval under the Code or otherlaws of the State of Georgia as in effect from time to time.ARTICLE NINEMiscellaneous9.1 Inspection of Books and Records. The Board of Directors shall have power to determine whichaccounts, books and records of the Corporation shall be opened to the inspection of shareholders,except such as may by law be specifically open to inspection, and shall have power to fixreasonable rules and regulations not in conflict with applicable law for the inspection ofaccounts, books and records that by law or by determination of the Board of Directors shall be opento inspection. Unless required by the Code or otherwise provided by the Board of Directors, ashareholder of the Corporation holding two percent or less of the total shares of the Corporationthen outstanding shall have no right to inspect the books and records of the Corporation.9.2 Fiscal Year. The Board of Directors is authorized to fix the fiscal year of the Corporationand to change the same from time to time as it deems appropriate.9.3 Seal. The corporate seal shall be in such form as the Board of Directors may from time totime determine.
 

 
9.4 Election of “Fair Price” Statute. All the requirements of Sections 14-2-1110 through14-2-1113 of the Code, as they may be amended from time to time, are hereby made applicable to theCorporation, to the extent permitted thereby, effective July 1, 1989.9.5 Election of “Business Combination” Statute. All the requirements of Sections 14-2-1131through 14-2-1133 of the Code, as they may be amended from time to time, are hereby made applicableto the Corporation, to the extent permitted thereby, effective July 1, 1989.9.6 Notice. Whenever these Bylaws require notice to be given to any shareholder, the notice shallbe given as prescribed in Section 2.4. Whenever these Bylaws require notice to be given to anydirector, the notice may be given as provided in Section 4.4, by mail, by personal or courierdelivery, by telephone or by telecopier, telegraph or similar electronic means. Whenever notice isgiven to a shareholder or director by mail, the notice shall be sent first class mail by depositingthe same in a post office or letter box in a postage prepaid sealed envelope addressed to theshareholder or director at his or her address as it appears on the books of the Corporation. Suchnotice shall be deemed to have been given at the time the same is deposited in the United Statesmail, except in the case of a notice to a director of a special meeting of the Board of Directors,which shall be deemed to have been given five days after the same is deposited in the United Statesmail. Whenever notice is given to a shareholder or director by any means other than mail, suchnotice shall be deemed given when received.ARTICLE TENAmendments     The Board of Directors shall have the power to alter, amend or repeal these Bylaws or adoptnew Bylaws. Any Bylaws adopted by the Board of Directors may be altered, amended or repealed andnew Bylaws adopted by the shareholders. The shareholders may prescribe that any Bylaws shall notbe altered, amended or repealed by the Board of Directors.